Exhibit
14.1





AuraSource,
Inc.





CODE
OF BUSINESS ETHICS AND CONDUCT





Overview





Policy
Statement





AuraSource
is committed to complying with all applicable laws and regulations and to
adhering to the highest ethical standards in the conduct of its
business.  This is not just a matter of being a good corporate
citizen.   It is essential to the long-term interests of our
employees and stockholders. AuraSource's business is subject to oversight by
numerous federal and state government entities.  The number of laws,
regulations and other legal requirements that affect the Company's business will
undoubtedly increase.  These changes will also create new challenges
as we adapt ourselves and our business to new situations.  In light of
these challenges, it is absolutely necessary that we have a central set of
guiding principles to act as a legal and ethical compass for our employees,
board members and officers.  This Code of Business Ethics and Conduct
is intended to provide that compass.





The
principles set forth in this Code of Business Ethics and Conduct represent a
broad outline of the standards of business conduct which AuraSource expects its
employees to follow.  This Code cannot cover every situation which
employees may confront in the day-to-day conduct of
business.  Additionally, under certain circumstances local country law
may establish requirements that differ from this Code. AuraSource employees
worldwide are expected to comply with all local country laws and AuraSource
business conduct policies in the area in which they are conducting business. In
the final analysis, the Company must rely on the individual judgment and
personal ethical standards of each of its employees and representatives to
maintain our standard of honesty and integrity.  AuraSource demands
strict adherence to the letter and spirit of all laws and regulations applicable
to the conduct of its business.  It also demands the highest standards
of integrity and ethical behavior from its employees and
representatives





It is
essential that we all keep an eye out for possible infringements of AuraSource’s
business ethics—whether these infringements occur in dealings with the
government or private sector, and whether they occur because of oversight or
intention. If you have a question about how to apply this Code in a specific
situation or about a possible violation, you should consult with the Human
Resources Department or the Company’s Code of Conduct Officer.





Training
and Education Programs





Training
and education on this Code will be provided for all AuraSource employees and
members of our Board of Directors.  All employees and Board members
will be required to sign an Acknowledgement Form indicating their receipt,
understanding and acceptance of the terms of this Code.  Periodically,
employees may be requested and required to acknowledge their understanding of
this Code and any subsequent amendments. Participation in any mandatory training
and acknowledgement of this Code is a condition of continued employment by
AuraSource.





Applicability





This Code
applies to all directors, officers and employees of AuraSource.  This
Code also applies, as appropriate, to our consultants, agents and other
representatives.





Waivers





Any
waiver of any provision of this Code for a member of the Board of Directors or
an executive officer must be approved by the Audit Committee of the Board of
Directors and promptly disclosed as required by law or stock exchange
regulation. Any waiver of any provision of this Code with respect to any other
employee, agent or contractor must be approved by the Code of Conduct
Officer.





Disciplinary
Action





It is the
responsibility of every employee to conduct the Company’s business in conformity
with the law and the basic principles set forth in this Corporate
Code.  Adherence to the principles set forth in this Code is essential
to our objective of maintaining the confidence and support of our customers,
business partners, governmental agencies, stockholders, and the communities in
which we work and live.  Disciplinary action, as appropriate but up to
and including termination, shall be taken for conduct that violates applicable
laws or regulations or this Code.  Discipline may extend, as
appropriate, to individuals responsible for the failure to prevent, detect or
report a violation.








Reporting
and Managing Suspected Violations





Reporting
of Violations





Directors,
officers and employees shall report any conduct which they believe in good faith
to be a violation or apparent violation of this Code. These persons are
encouraged to talk to supervisors, the Code of Conduct Officer, or Human
Resources about observed illegal or unethical behavior and, when in doubt, about
the best course of action in a particular situation. The Company prohibits
retaliation for reports of misconduct by others made in good faith by employees.
Directors, officers and employees are expected to cooperate in internal
investigations of misconduct.





Directors,
officers and employees are expected to act proactively, raising concerns about
ethical issues, violations of this Code, or governmental rules, laws and
regulations. All reports are taken seriously. Each allegation is investigated
and, if substantiated, resolved through appropriate corrective action and / or
discipline. If an individual making such allegations chooses to identify him or
herself, he or she will be provided with feedback when the Code of Conduct
Officer has completed his/her review.





If you
feel uncomfortable reporting directly or you wish to remain anonymous, you may
report the incident to the Code of Conduct Officer in writing
anonymously.





No
individual who in good faith reports suspected wrongdoing shall be subject to
retaliation or discipline for having done so.  If a reporting
individual is directly involved in a violation of this Code, the fact that he or
she reported the violation will be given appropriate consideration in any
resulting disciplinary action.  Failure to report wrongdoing of which
an individual has knowledge may, by itself, be a basis for disciplinary action,
up to and including termination for cause.





Responding
to Violations





If a
violation of any applicable law or regulation relating to the conduct of our
business or of this Code is reported or detected, we will take all reasonable
steps to respond appropriately to the violation and to prevent further similar
violations.  When the Code of Conduct Officer or appropriate
department manager receives information regarding a possible violation of any
applicable law or regulation, he/she shall take appropriate steps to examine
information and conduct the investigation necessary to determine whether an
actual violation has occurred.  If a violation has occurred, the Code
of Conduct Officer or the Board of Directors, as appropriate, will ensure that
appropriate disciplinary action is taken and will consider necessary
modifications to our compliance procedures to diminish the chances of recurring
violations.  Disciplinary action may extend, as appropriate, up to and
including discipline or termination of any employee that has participated in the
violation.





Retaliation
is Prohibited





The
Company will not tolerate retaliation against any person who, in good faith,
reports any suspected violation of this Code or participates in any
investigation of the matter.  In the event that any employee believes
that he/she has been subject to any such retaliation, that employee should
immediately report that matter to Human Resources or the Code of Conduct
Officer. Any such report of retaliation will also be immediately investigated,
and appropriate remedial action will be taken.





Ensuring
a Professional Working Environment





The
following is a brief description of key issues relating to employees and our
relationships while at work. The Company has detailed policies on these matters.
Please refer to the AuraSource Employee Handbook.





Equal
Opportunity





AuraSource
encourages a creative, diverse and supportive work environment and bases all
employment decisions on the principles of equal employment opportunity.
AuraSource managers are expected to make all employment decisions based on
merit, experience and sound business reasons. AuraSource policy prohibits
discrimination on the basis of sex, race, religion, color, national origin or
ancestry, disability, medical condition, marital or veteran status, age, sexual
orientation or any other basis protected by law in every jurisdiction that we
operate. It is the responsibility of all AuraSource employees to conform to this
policy.





This
policy applies to all employees, applicants for employment, or others who may be
present in the workplace. Any person who feels he or she has been discriminated
against, or feels he or she has witnessed such action, is strongly encouraged to
report the incident.





Harassment





AuraSource
strives to maintain a workplace free from harassment and where all employees are
treated with respect.  AuraSource’s policy prohibits harassment on the
basis of sex, race, religion, color, national origin or ancestry, disability,
medical condition, marital or veteran status, age, sexual orientation or any
other basis protected by law in every jurisdiction that we operate.





Harassing
behavior will not be tolerated. Harassment includes unwelcome conduct of a
verbal or physical nature, when such conduct has the purpose or effect of
creating an intimidating, hostile or offensive working environment as defined by
law, has the purpose or effect of unreasonably interfering with an individual’s
work performance, or adversely affects an individual’s employment
opportunities.  Examples of improper harassment include:





·
            Verbal harassment:
      epithets, derogatory comments, slurs or
  innuendos


·
            Visual harassment:
      derogatory, offensive or graphic written, printed or electronic
      materials


·
            Physical harassment:
      unwelcome touching or physical
interference


·
            Sexual harassment:
      unwanted sexual advances such as repeated requests for dates, leering,
      making sexual gestures or displaying sexually suggestive objects or
      pictures, requests for sexual favors, or other verbal or physical conduct
      of a sexual nature


·
            Retaliation: negative
      employment action taken against an employee making a claim of harassment
      or assisting in an investigation





If you
believe you have experienced or observed illegal harassment you should
immediately contact your manager or Human Resources. Any manager who receives
information about alleged harassment or discrimination is required to
immediately report it to Human Resources.





The facts
and circumstances of any claim will be fully investigated by Human Resources so
that appropriate corrective action can be taken. Any employee who is determined
by AuraSource to have engaged in the harassment of another individual will be
subject to severe discipline, up to and including termination.





Information
Resources and Electronic Communications





AuraSource’s
information resources, including email, computers, phones and fax/copy machines,
are AuraSource property and intended for AuraSource-related business use. While
AuraSource understands that employees may sometimes use such resources for
personal interests, such use should be limited and consistent with the other
policies outlined in this Code.  Personal messages via email and voice
mail may be sent, but should be minimized and brief. You may not, however, send
messages that may be perceived as obscene, harassing or threatening. Misuse of
AuraSource’s communications systems is considered misconduct and may result in
disciplinary action up to and including termination.





AuraSource
reserves the right to examine, use, copy and/or delete user files or other
information consistent with AuraSource’s business interests and applicable
law.  Because all email and voice mail stored in AuraSource’s
equipment is considered company property, AuraSource may periodically check
usage to correct network problems, confirm proper use and establish security.
Therefore, you should not have any expectation of personal privacy for messages
that you send, receive or store on these systems. Accessing the email or voice
mail of any employee by another employee is strictly prohibited without their
consent. If there is a legitimate business reason to access the email or voice
mail of another employee, please present your request to your manager who will
seek approval through senior management. Only the IT Department, or designees,
may access the email or voicemail of another employee.





Environmental
Compliance and Safety





AuraSource
is committed to environmental responsibility. The Company will comply with all
federal, state and local regulations relating to the protection of the
environment in the conduct of its business. It is the responsibility of all of
our employees to ensure that their activities strictly adhere to applicable
laws, regulations, and permit requirements, as well as to all Company policies
and procedures on environmental protection. In addition, employees must report
all circumstances in which regulated materials or wastes are improperly
discharged, treated, or transported. Environmental misconduct, even if totally
unintentional, carries severe penalties and could result in criminal prosecution
of employees involved and the Company.





AuraSource
strives to provide a safe and healthy workplace for our employees and to conduct
operations with minimal environmental impact. It is the responsibility of
associates at each AuraSource site to comply with all applicable local
regulations. Each site must also comply with the corporate Environmental Health
& Safety manual and its requirements.





Avoiding
Conflicts of Interest





Employees
are expected to make or participate in business decisions in the course of their
employment with AuraSource based on the best interests of the company as a
whole, and not based on personal relationships or benefits.  We have
no desire to infringe on the personal lives of our employees and respect the
right of our employees to manage their own affairs.  However,
conflicts of interest can compromise employees’ business ethics.





At
AuraSource, a conflict of interest is any activity that is inconsistent with or
opposed to AuraSource’s interests, or gives the appearance of
impropriety.  A conflict of interest arises whenever an employee has
an interest in any business or property or an obligation to any person that
might affect the employee's fulfillment of responsibilities to
AuraSource.  An example of a conflict of interest is any opportunity
for personal gain by an employee arising as a result of employment with
AuraSource but apart from the normal compensation provided by the Company, such
as the receipt of a commission from a supplier for getting them business from
AuraSource.





Our
employees must avoid situations or relationships where their personal interests
could conflict, or reasonably appear to conflict, with the interests of the
Company.  While an activity constituting an actual conflict of
interest is never acceptable, you must avoid activity involving even the
appearance of such a conflict. In addition, you may not circumvent this policy
by using other people to indirectly do what you are prohibited from doing
yourself.





While it
is difficult to list all of the various ways in which a conflict can arise, they
often involve one or more of the following issues:





Ø
            Outside
      board memberships


Ø
            Outside
      business interests


Ø
            Outside
      investments


Ø
            Outside
      employment


Ø
            Business
      relationships with friends or
relatives





Set forth
below is specific guidance for some areas of potential conflict of interest that
require special attention. These are merely examples. Ultimately, it is the
responsibility of each individual to assess each situation. Employees are urged
to discuss any potential conflicts of interest with their manager, Human
Resources, or the Code of Conduct Officer.





Employees
are expected to disclose to their supervisors any situations that may involve
inappropriate or improper conflicts of interests affecting them personally or
affecting other employees or those with whom we do business.





Certain
activities may be authorized if approved in advance by an appropriate level of
AuraSource management. Prior to engaging in an activity that constitutes a
potential conflict of interest, you must disclose the situation in writing and
obtain written approval.  You should disclose the matter to your
manager, who will review the matter with Human Resources, and if necessary the
Code of Conduct Officer, and respond with AuraSource’s approval or denial in
writing.  Waivers of
conflicts of interest involving AuraSource’s directors and executive officers
require the approval of the Audit Committee of the Board of
Directors.





Outside
Board Memberships





As a
rule, it is a conflict of interest to serve as a director or as a member of an
Advisory Board (AB) of any current or likely competitor of AuraSource. Although
you may serve as a director or AB member of a company supplier, customer or
other business partner, our policy requires that you first obtain approval from
Human Resources before accepting such a position.  Approval may be
subject to conditions. Approval is likely to be denied where the AuraSource
employee either directly or indirectly has responsibility to affect or implement
AuraSource’s business relationship with the other company. Any compensation that
you receive as a director or AB member should be commensurate to your
responsibilities.  Generally, however, employees may not receive any
form of compensation for service on a board of directors of a company if the
service is at the request of the company or in connection with AuraSource’s
investment in that company, or the directorship is in connection with a
AuraSource relationship.





AuraSource
employees should recognize outside board memberships as an opportunity to
provide expertise and to broaden their experience. However, they should never
place you in a position where another company expects to use an employee’s board
membership as a way to influence AuraSource decisions or to obtain access to
AuraSource confidential information.





AuraSource
may periodically conduct an inquiry to determine the status of employee
membership on outside boards and may rescind prior approvals in order to avoid a
conflict of interest or for any reason deemed to be in the best interests of the
Company.





Outside
Business Interests and Corporate Opportunities





Employees
should avoid any outside financial interests that might influence their
decisions or actions on behalf of the Company.





AuraSource
employees will occasionally find themselves in a position to invest in
AuraSource partners or customers. AuraSource policy prohibits personal
investments in any AuraSource customer, supplier or competitor without
disclosure to the Code of Conduct Officer and approval by senior management (who
may require approval from the Board of Directors). In cases where the investment
may cause divided loyalty or the perception of conflict of interest, approval is
likely to be denied.  (Note: this restriction does not apply to
holdings of one percent or less of the stock or other securities of a
corporation whose shares are publicly traded, provided that the investment is
not so large financially either in absolute dollars or percentage of the
individual’s total investment portfolio that it creates the appearance of a
conflict of interest.) In addition, as a AuraSource employee, you may not make
investments based on your access to customer/supplier confidential
information.





If an
investment is made and/or approval is granted, and an employee subsequently
finds himself in a potentially conflicted position, the employee should disclose
his conflict of interest to all involved and recuse himself from any involvement
with the relationship until divested of the investment.





Employees
are also responsible for advancing the company’s legitimate interests when the
opportunity arises.  Employees are prohibited from taking personal
opportunities that are discovered through the use of corporate property,
information or position, using corporate property, information or position for
personal gain, or competing with AuraSource.





Outside
Employment and Activities





Although
AuraSource does not prohibit all outside employment, AuraSource’s employees may
not accept outside employment or consulting positions or engage in outside
activities that would have a negative impact on the performance of their job,
conflict with their obligations to AuraSource, or in any way negatively affect
the Company’s reputation.  Examples of prohibited employment include,
but are not limited to:





·
            Performing
      work for a customer or supplier unless prior written approval of the Code
      of Conduct Officer is obtained.


·
            Performing
      work for any company that is a AuraSource
  competitor.


·
            Engaging
      in services or selling products that directly compete with AuraSource
      services or products.


·
            Engaging
      in activities that support or promote a competitor’s products or
      services.


·
            Engaging
      in outside employment that uses your time at AuraSource or the resources
      of the Company.





AuraSource
employees may also be requested to speak at outside events. Speaking at events,
when it is in AuraSource’s best interests, is considered part of an employee’s
normal job responsibilities. Because employees may spend work time preparing
for, attending and delivering presentations approved by management and are
therefore already compensated for their efforts, employees should not request or
negotiate a fee from the organization sponsoring the speech.  An
unsolicited fee may be accepted with written authorization from the Code of
Conduct Officer, or alternatively, a fee can be requested and accepted provided
it is accepted on AuraSource’s behalf or donated to a non-profit charitable
organization on AuraSource’s behalf.





Receiving
Gifts or Gratuities





Our
employees and members of their families must not accept gifts of money under any
circumstances, nor may they solicit non-monetary gifts, gratuities or any other
personal benefits or favors from our vendors, customers or
competitors.  Employees and members of their immediate families may
accept unsolicited, non-monetary gratuities of the following nature from a
business, firm or individual doing or seeking to do business with
AuraSource:





·
            Gifts
      of nominal value, or gifts of an advertising or promotional nature (such
      as inexpensive novelties).


·
            Reasonable
      business meals and entertainment.





The
foregoing exceptions should be infrequent, consistent with accepted business
practice and for the express purpose of furthering a business
relationship.





In rare
circumstances, gifts of more than nominal value may be accepted on behalf of
AuraSource (not an individual) with the approval your supervisor if protocol,
courtesy, or other special circumstances require.  However, all such
gifts must be turned over to Human Resources for appropriate
disposition.





AuraSource's
personnel should courteously decline or return any kind of gift, favor, or offer
of an excessive value which violates this Code and inform the offeror of our
policy.





Giving
Gifts or Gratuities





AuraSource
prohibits giving monetary or other compensation to people employed by AuraSource
customers or vendors. Advertising novelties, nominal gifts or entertainment may
only be given to customers and vendors at AuraSource’s expense if:





·
            They
      are consistent with accepted business
practice,


·
            They
      are of nominal value and cannot be construed as a bribe or payoff,
      and


·
            They
      do not violate any law, government regulation or generally accepted
      ethical standards, including state and federal procurement laws and
      regulations and the U.S. Foreign Corrupt Practices Act, discussed later in
      this Code.





In all
cases, the exchange of gifts must be conducted so there is no appearance of
impropriety and public disclosure would not embarrass AuraSource.





Personal
Financial Transactions and Loans





AuraSource
executive officers and other employees in management or supervisory positions
should not engage in financial transactions with employees in the form of
substantive loans, whether or not that employee is under the direct leadership
of that supervisor. AuraSource executive officers and other employees in
management or supervisory positions are also prohibited from accepting loans
from employees.





From time
to time, certain departments may ask for voluntary contributions from employees
for such events as weddings and birthdays.  While the Company does not
discourage this type of activity, no employee should feel that he/she is
compelled to contribute.  Should an employee feel that he/she is being
coerced into participating in any such fund raising, he/she should immediately
bring it to the attention of Human Resources or the Code of Conduct Officer or
report it anonymously via the Ethics Hotline.





Loans to
or guarantees of obligations of loans by AuraSource are not permitted to any
member of our Board of Directors or any AuraSource executive
officer.  If a transaction could in any way be construed as a loan or
guarantee to one of these individuals, contact the Code of Conduct Officer for
advice before proceeding.





Related
Party Transactions





You
should avoid conducting company business with a relative or significant other,
or with a business in which a relative or significant other is associated in any
significant role. If such a related party transaction is unavoidable, you must
fully disclose the nature of the related party transaction to your manager. If
the relationship is determined to be material by your manager, the question
should be reviewed by the Code of Conduct Officer and approved in writing in
advance of such related party transaction. All related party transactions
dealing with parties related to an executive officer or member of our Board of
Directors must be pre-approved by the Audit Committee of the Board of Directors.
Any dealings with a related party must be conducted in such a way that no
preferential treatment is given.





Working
with Relatives





Supervisory
relationships with family members or significant others present special
workplace problems, including a conflict of interest, or at least the appearance
of conflict. AuraSource discourages the employment of relatives and significant
others within the same department and prohibits the employment of such
individuals in positions with a direct reporting relationship or where
significant influence over personnel decisions resides in one
employee.  If such a relationship exists or occurs, or if a question
arises about whether a relationship is covered by this policy, the employee must
report it in writing to his supervisor and Human Resources. Human Resources has
the ultimate responsibility for determining the applicability of this
policy.





Willful
withholding of information regarding a prohibited relationship/reporting
arrangement may be subject to corrective action, up to and including
termination. If a prohibited relationship exists or develops between two
employees, the employee in the senior position must bring it to the attention of
his/her supervisor and Human Resources. Reassignment may be an
option.





Other
Possible Conflicts of Interest





Because
other conflicts of interest may arise, it would be impractical to attempt to
list all possible situations. If a proposed transaction or situation raises any
questions or doubts in your mind, you should consult your manager.








Handling
and Protecting Confidential Information





Proprietary/Confidential
Information of AuraSource





During
your employment with AuraSource, you will have access to various forms of
proprietary and confidential information regarding AuraSource. Any information
concerning AuraSource, its products or its business that is not generally
available to others is confidential. Most of AuraSource’s technology and much of
our other know-how and experience are protected as trade secrets. Such trade
secrets are valuable assets. The improper disclosure of proprietary or
confidential information could significantly impact AuraSource’s competitive
position and waste valuable company assets. In addition to constituting a
violation of AuraSource policy, failure to observe this duty of confidentiality
may additionally result in a conflict of interest or a violation of securities,
antitrust, or employment laws and would be a violation of the agreement you
signed when you joined AuraSource to protect and hold confidential AuraSource’s
proprietary information.





Every
employee must safeguard confidential information and prevent unauthorized
disclosure and make sure that all authorized disclosures are made in accordance
with AuraSource’s policies on control of confidential information.  If
you determine with your manager that disclosure of confidential information is
necessary, you must then contact senior management to ensure that an appropriate
written Nondisclosure Agreement (NDA) or other appropriate contract is signed
prior to disclosure.  If not previously signed, you must have a
AuraSource standard NDA executed by the third party and an appropriate
AuraSource signatory (refer to AuraSource’s signature policy). You may not sign a third
party’s NDA or accept changes to AuraSource’s standard NDAs without review and
approval by the President or CEO. No financial information may be disclosed
about AuraSource without the prior approval of the Chief Financial Officer. In
addition, all employees should ensure that all disclosures of AuraSource
proprietary and confidential information meet the requirements set forth in
AuraSource’s policies on control of confidential information regarding
identification, classification, labeling, handling and destruction of
confidential information.





The
obligation to maintain the confidentiality of proprietary information continues
even after your employment terminates. Likewise, AuraSource requires new
employees to honor any continuing confidentiality obligations that they may have
with previous employers.





Disclosure
of Inventions





Any work
developed by employees or contractors within the scope of their employment with
or services to AuraSource belongs to AuraSource.





Confidential
Information of Employees




Selected
human resource and personnel information must be kept strictly confidential and
used only for the purpose for which it is intended. Managers and other employees
with access to an employee’s personal information are responsible for limiting
access to that information to only those individuals with a legitimate business
need to know.Please contact Human
Resources for more specific guidance or for questions.






Confidential
Information of Third Parties






In
addition to protecting our own trade secrets, it is our policy to respect the
trade secrets of others. Confidential information may be received from other
companies or individuals in the course of AuraSource’s business. Confidential
information should only be received under the auspices of a written agreement.
Confidential information of a third party must be disclosed only to those
AuraSource employees who need access to such information to perform their jobs
for AuraSource and must not be disclosed to anyone outside of AuraSource without
specific authorization. Unauthorized disclosures, including theft and
misappropriation, may result in a loss of the value of the trade secrets and may
constitute a crime or amount to a breach of contract. Finally, confidential
information of a third party must not be used or copied by any AuraSource
employee, except as permitted by the third-party owner.




Unsolicited
third party confidential information should be refused. If inadvertently
received by a AuraSource employee, confidential information should be returned
unopened to the third party or transferred to the Code of Conduct Officer for
appropriate disposition. If a AuraSource employee is furnished with information
or becomes aware of information which may have been misappropriated from another
party, the employee must immediately contact the Code of Conduct
Officer.







Legal
Requests for Disclosure






AuraSource’s
employees, agents and contractors must consult with the Code of Conduct Officer
in connection with any legal inquiries, lawsuits and legally related
investigations and requests for information, documents or interviews. All
government requests for information, documents or investigative interviews must
also be referred to the Code of Conduct Officer.






Insider
Information






Until
released to the public, material information concerning our business, including
its plans (present and future), financial performance, financial schedules,
successes or failures, is considered "inside" information and, therefore,
confidential.  Inside information is "material" if it would likely
affect a reasonable person's decision to buy, sell, or hold a company's
securities.  It includes any information that could reasonably affect
the price of a security.  Material non-public information may be
positive or negative in nature.




All
material non-public information concerning our business belongs to the Company,
and all employees have a duty to exercise due care to maintain the integrity of
such information.  Our policy precludes the unauthorized disclosure of
such information or use of such information for personal benefit.  Any
employee who uses such information for personal benefit or discloses it to
others outside the Company violates his/her duty to our Company.





Once a
public announcement has been made of material information, employees should wait
until the second business day after the announcement before engaging in any
transactions in our stock.





The
prohibition on the use of inside information applies not only to knowledgeable
Board members and officers, but also non-management employees and persons
outside the Company (spouses, parents, friends, children, brokers, etc.) who
have acquired the information directly or indirectly from us. The Board of
Directors and officers are subject to more restrictions on the trading of stock.
Any questions regarding insider trading should be directed to the Insider
Trading Compliance Officer.





Third-Party
Copyrighted Material





An
appropriate license must be obtained prior to using any third-party copyrighted
material. It is against company policy for any employee to copy, reproduce,
scan, digitize, broadcast or modify third-party copyrighted material when
preparing AuraSource products or promotional materials, unless written
permission has been obtained. It is also against company policy for AuraSource
employees to use the company’s facilities for the purpose of making or
distributing unauthorized copies of third-party copyrighted materials for
personal use or for use by others.





Communications
with Media and Financial Analyst Community





AuraSource
has established specific policies regarding communicating information to the
media and information analyst community. In particular, company policy prohibits
any unauthorized communications with outside parties, including analysts and the
media, concerning AuraSource’s financial performance. If you are contacted by
the media or financial analysts requesting this type of information, you should
decline to comment and refer the inquiry to Corporate Communications/Investor
Relations.





Document
Retention and Destruction





AuraSource
maintains records management policies for the retention, protection and
disposition of company records to fulfill legal requirements as well as to
increase operational efficiency and reduce our internal and external storage
costs. Proper control of records helps to minimize litigation cost, fines
imposed on the company and potential criminal prosecution of employees.
Retention and disposition of AuraSource business records should be carried out
in the normal course of business in accordance with our Document Retention
Policy.If you have
any questions, you should first review the Document Retention Policy before
contacting your manager.





Accurate
Business Communications and Records





AuraSource
is committed to full, fair, accurate, timely and understandable disclosure in
reports and documents filed with the Securities and Exchange Commission (SEC)
and in other public communications.  To provide an accurate and
auditable record of all financial transactions, AuraSource’s books, records, and
accounts must be maintained in conformity with generally accepted accounting
principles and the standards established by applicable laws and
regulations.





Maintaining
accurate and reliable business records is not only required by law, it is also
of critical importance to the Company’s decision-making process and to the
proper discharge of its financial, legal, and reporting
obligations.  All business records, expense accounts, vouchers, bills,
payroll documents, service records, reports to government agencies and other
reports, books, and records of AuraSource must be prepared with care and
honesty.  False or intentionally misleading entries in such reports
are illegal and are not permitted.  Further, the Company specifically
requires that:





Ø
            All
      payments made on AuraSource’s behalf must be fully and accurately
      described in the supporting
documentation.


Ø
            No
      payment may be approved or made with the intention or understanding that
      it is to be used for any purpose other than that described by the document
      supporting the payment.


Ø
            No
      access to AuraSource’s funds or assets will be allowed without proper
      authority.


Ø
            No
      fund or account may be established for a purpose that is not accurately
      described on the Company's books and
records.


Ø
            The
      accounting requirements of each country in which AuraSource conducts
      business must be complied with.


Ø
            All
      expense reporting must be documented in an accurate manner and include all
      required signature approvals.





AuraSource
has established accounting procedures and internal control procedures to ensure
that financial transactions are accurately recorded.  Strict
compliance with these procedures is required at all times.








Our
Relationship with Customers, Business Partners and Suppliers





Free and
Fair Competition





The U.S.
and most of the countries where we do business have laws designed to encourage
and enforce free and fair competition.  For example, the U.S. has
antitrust laws and the European Union has fair competition laws. AuraSource is
committed to obeying both the letter and spirit of these laws. We expect our
employees to fully comply with all applicable antitrust and fair competition
laws while engaged in activities on behalf of the Company.





Competitors





Antitrust
or fair competition laws generally prohibit any activities that may restrain
free trade. Agreements, written or oral, with competitors to do the following
activities are strictly prohibited:





Ø
            Set
      prices and price-related terms and conditions (such as credit terms and
      discounts).


Ø
            Divide
      or allocate markets, territories or
customers.


Ø
            Limit
      or restrict the development or production of
  products.


Ø
            Refuse
      to deal with, or boycott, particular customers or
    suppliers.





Collusion
among competitors is illegal, and the consequences of a violation are severe. As
a rule, contracts with competitors should be limited and should always avoid
subjects such as prices or other terms and conditions of sale, customers and
suppliers. In some cases, legitimate joint ventures with competitors may permit
exceptions to these rules, as may purchases from or sales to competitors on
non-competitive products. However, senior management must review all such
proposed ventures in advance. Participating with competitors in a trade
association or in a standards creation body is acceptable when the association
has been properly established, has a legitimate purpose and limits its
activities to that purpose. You must avoid any discussion and must not enter
into any agreements that may violate antitrust laws or give the perception of
conflict of interest, even when brought up in a casual
conversation.





Finally,
employees, agents or contractors of AuraSource may not knowingly make false or
misleading statements regarding its competitors or the products of its
competitors. You should sell on the basis of AuraSource’s capabilities and
benefits to the customer and follow these guidelines when discussing a
competitor or its products:





Ø
            Avoid
      disparaging remarks about a AuraSource
  competitor.


Ø
            Avoid
      commenting on negative publicity about a AuraSource
      competitor.


Ø
            Avoid
      remarks based on rumor or other non-factual, unconfirmed
    data.





Distributors, Resellers and
Customers





Antitrust
and fair competition laws also often regulate a company’s relationships with its
distributors, resellers and customers. The U.S. antitrust laws generally require
that competing customers be treated fairly.  For example, selling
products of like grade and quality to competing customers at different prices
during the same time period is generally prohibited except that a price
difference may be permissible if the lower price was given in good faith to meet
a competitor's price or the difference between the prices can be cost-justified
or justified by the receipt of a valuable right, such as a release of
liability.  Likewise, promotional payments, services, and facilities
(such as advertising displays) extended to one reseller must generally be made
available on proportionately equal terms to all other resellers for the same
product if those other customers are in competition with the recipient of the
promotional assistance.





Antitrust
and fair competitions laws generally address the following activities with
distributors, resellers and/or customers:





·
            Requiring
      resellers to maintain particular resale
prices.


·
            Discrimination
      based on prices, price-related terms and conditions, or promotional
      services provided to resellers where the effect of such discrimination
      would impact competition between the resellers (certain exceptions may
      apply where it is necessary to meet prices offered by the
      competition).


·
            Agreeing
      with customers regarding the selection of other customers or the
      termination of customers.


·
            Restricting
      distributors or resellers from carrying competing
  products.


·
            Under
      certain circumstances, requiring a customer to purchase one product in
      order to be eligible to purchase another
  product.





Antitrust
and fair competition laws around the world are complex and therefore AuraSource
sales and marketing employees must involve the senior management, and if
necessary local counsel, before establishing pricing and contractual policies or
deviating from existing policies.  All employees should have a basic
knowledge of these laws and should involve the Code of Conduct Officer early on
when questionable situations arise.





Supplier
Selection and Relationships





When
choosing a supplier, you should follow AuraSource’s Supplier Selection and Evaluation
Procedure.  AuraSource is under no obligation to deal with all
potential suppliers or award business to a supplier based solely on lowest
price. However, employees should make decisions based on merits. You must avoid
decisions that are based on, or give the impression of, unwarranted
favoritism.  You should consider quality, experience, reputation,
technology, service and cost. You should give each bid equal and fair
consideration before you make your decision.





AuraSource
is an equal opportunity employer and encourages small and minority-owned
businesses to become qualified and submit quotations to do business with
AuraSource. You should promote this practice in your job.





In
general, use of AuraSource’s name and logo by a supplier is not permitted. Any
use of AuraSource’s name as an endorsement is not permitted unless a written
approval is obtained from Corporate Communications.





Exchanging
Confidential Information





In the
course of doing business with a supplier or customer, you may have to exchange
company confidential information. Do not give or accept confidential information
until both parties have signed a Nondisclosure Agreement. See “Handling and
Protecting Confidential Information” above.








Interacting
with Communities and Governments





Compliance
with Export Control Laws





Although
AuraSource’s business does not generally involve the export of products,
AuraSource, like all US parties, may send materials or ship items abroad for
various reasons. Compliance with U.S. export laws and the trade regulations of
other countries is the unequivocal policy of AuraSource and the responsibility
of all AuraSource employees.  No AuraSource employee shall effect a
transaction in violation of such laws. The United States has strict export
controls against countries that the U.S. government considers unfriendly or as
supporting terrorism. These regulations are complex and apply both to exports
from the United States and to exports of items from other countries when those
items contain U.S. origin components or technology. Since these regulations are
complicated and may periodically change, advice on specific transactions should
be obtained from senior management who may consult legal counsel.





Customs
Compliance for International Shipping





AuraSource’s
policy is to comply fully with customs laws, regulations and policies in all
countries where AuraSource does business. Accurate customs information on
shipping documents is required for all international shipments. Employees should
not initiate international shipping documents outside approved shipping systems
or the shipping department.





Anti-Corruption
Laws and Bribery





The
Foreign Corrupt Practices Act (FCPA) and other laws prohibit a corporation and
its employees and agents from directly or indirectly paying, or promising or
offering to pay any money, gift or anything of value to any foreign governmental
employee/official, foreign political party (or official thereof) or any
candidate for foreign political office with the purpose of unlawfully
influencing such person to make a decision that would favor AuraSource
business.  The FCPA applies to AuraSource, and it is company policy
that AuraSource employees worldwide comply with the FCPA provisions. In addition
to compliance with the FCPA, it is AuraSource policy that no improper or
unethical payments to government officials worldwide shall be made.





The above
prohibition also applies where AuraSource has knowledge of any such payment made
by an agent, partner, reseller or third party on AuraSource’s
behalf.  To ensure compliance with the FCPA by all agents who act on
behalf of AuraSource with government officials, you must review and follow any
procedures established by AuraSource for hiring agents and representatives
before hiring any third party that will act or appear to act on AuraSource’s
behalf in the promotion of business to government agencies or government
companies outside the United States.





Note that
the FCPA and other anti-corruption laws provide exceptions for certain minor
payments permissible under local law for the purpose of facilitating routine,
non-discretionary acts or services, such as payments for processing governmental
papers, telephone service or obtaining adequate police protection. While Company
policy does not prohibit such payments if allowed by local law, in cases where
facilitating payments may be involved, employees must seek advice and approval
in advance from their immediate supervisor and the Code of Conduct
Officer.  Any such facilitating payments must be properly accounted
for in the Company's records.





In
addition to the anti-bribery provisions, the FCPA has separate accounting
standards that require that proper controls be in place to ensure the lawful use
of AuraSource assets. Pursuant to the FCPA accounting standards, no payment
shall be made, or other transaction entered into, on behalf of AuraSource
without proper management approval. Likewise, AuraSource funds, assets or
services cannot be used for any purpose that is unlawful under the laws of the
United States, any state thereof, or any jurisdiction (foreign or domestic).
Complete and accurate records should be maintained of all transactions,
including transactions that relate in any way, directly or indirectly, to a
foreign government official. Additionally, no undisclosed or unrecorded funds or
assets of AuraSource shall be established for any purpose, and no false or
artificial entries shall be made in any AuraSource books or records for any
reason. All employees must comply strictly with the accounting standards of the
FCPA.





Finally,
because it is illegal in almost all jurisdictions for a government official to
receive personal payments as a result of their official duties, no contract or
other agreement may be concluded between AuraSource, or any affiliate of
AuraSource, and any business in which a government official is known to have an
interest without the prior approval of the Code of Conduct Officer.





Any
employee having information or knowledge of any unrecorded fund or asset
transfer, or any violation of the FCPA, should immediately report that matter to
the Code of Conduct Officer.





Relationships
with Government Personnel





We
require our employees, officers, and directors, as well as consultants, agents
and other representatives adhere to the highest ethical standards of conduct
when dealing with government personnel.  The Company's dealings with
federal, state, and local government officials must not only comply with the
letter and spirit of all applicable laws and regulations, they must be free from
even the appearance of impropriety.  To ensure compliance with such
laws, the Code of Conduct Officer must be contacted prior to any interactions
with government officials that are not routine – a routine procedure or law
applies to all companies or persons the same way under the law.





Gratuities
and Gifts





Almost
all governmental jurisdictions impose some kind of limit on the value of gifts
that officials may receive and require disclosure of gifts above a certain
threshold. Gifts typically include meals, beverages, travel and related
expenses, honoraria, and tickets to entertainment or sporting events. The laws
on gifts vary considerably depending upon the jurisdiction of the official who
is the recipient of the gift. In any case, a gift or promise of anything of
value to a government official or employee in the hope of obtaining favorable
action is prohibited by company policy and by the laws of most jurisdictions. In
addition, federal agencies and organizations have strict regulations which
generally forbid federal officials and employees from asking for or accepting
gifts from any person or company that is regulated by or does business with
their agency or that are given for or because of their status as a federal
official or employee.





AuraSource's
employees, officers, and directors, as well as its consultants, lobbyists,
agents, and other representatives must obey the law and respect the policies of
federal government agencies and organizations with which AuraSource does
business.  As a general rule, giving anything of value to a federal
official or employee is strictly prohibited.  In those limited
situations where federal law and the particular federal agency's or
organization's rules permit its employees or officials to receive certain types
of gifts, no gift may be offered or given without prior approval of an executive
officer of the Company.  The Company will not tolerate the giving of
bribes, illegal gratuities, or improper gifts in any form to government
personnel.  Any employee who becomes aware of any such conduct should
immediately report it to the Code of Conduct Officer.





If any
AuraSource employee is asked by a government official or employee for a gift of
any kind (including gifts of services), he/she she must courteously decline and
immediately report the request to his/her supervisor or the Code of Conduct
Officer.





Political
Activities and Campaign Contributions





AuraSource
may not use its funds or assets for political contributions worldwide without
the prior authorization by the Board of Directors, who will consult with outside
counsel and local counsel to clear any proposed political contributions using
AuraSource assets. No AuraSource funds or assets may be contributed to any
candidate for federal office or their committees, or to political action
committees (PAC) supporting or opposing federal candidates.





The
following are examples of political activities that are prohibited in connection
with federal election:





Ø
            Political
      contributions by an employee that are reimbursed by the Company through
      expense accounts or in other ways.


Ø
            Contributions
      in kind, such as lending employees to political parties, using Company
      facilities or Company-provided transportation to support political
      campaigns, or performing services for political committees, campaigns, or
      candidates on Company time.


Ø
            Indirect
      contributions by the Company through suppliers, customers, or
      agents.





AuraSource
offices must obtain approval prior to the visits of government officials or
political candidates to their locations to ensure that such visits do not
constitute political contributions. Employees who have used AuraSource funds to
make campaign contributions without obtaining the required approval in advance
may be required to reimburse AuraSource for such expenses and will be subject to
appropriate disciplinary action.





This
policy is not intended to discourage or prevent AuraSource employees from
engaging in political activities on their own time and at their own expense, or
from making personal contributions to political candidates, political parties or
PACs, or from expressing their personal views on legislative or political
matters.  However, it is improper for an employee to use his/her
position within the Company to coerce political contributions from other
employees for the purpose of supporting a political candidate, political party
or PAC.  Employees may make direct contributions of their own money,
but such contributions are not reimbursable by AuraSource.








Special
Obligations For Employees With Financial Reporting Responsibilities





As a
public company it is of critical importance that AuraSource’s filings with the
SEC be accurate and timely. Depending on their position, employees may be
requested to provide information and certifications to assure that the Company’s
public reports are complete, fair and understandable. AuraSource expects all of
its personnel to take this responsibility very seriously and to provide prompt
and accurate answers to inquiries related to the Company’s public disclosure
requirements.





The
President and Chief Executive Officer and the Finance Department bear a special
responsibility for promoting integrity throughout the organization. The Chief
Executive Officer and Finance Department personnel have a special role both to
adhere to these principles themselves and also to ensure that a culture exists
throughout the organization as a whole that ensures the fair and timely
reporting of AuraSource’s financial results and condition.





Because
of this special role, the President and Chief Executive Officer and all members
of AuraSource’s Finance Department are bound by the following Financial Officer
Code of Ethics, and by accepting this Code, each agrees that he or she will, to
the best of his/her knowledge and ability:





Ø
            Act
      with honesty and integrity, avoiding actual or apparent conflicts of
      interest in personal and professional
  relationships.


Ø
            Provide
      information that is accurate, complete, objective, relevant, timely and
      understandable to ensure full, fair, accurate, timely and understandable
      disclosure in reports and documents that AuraSource files with, or submits
      to, governmental agencies and in other public
    communications.


Ø
            Comply
      with rules and regulations of federal, state, provincial and local
      governments, and other appropriate private and public regulatory
      agencies.


Ø
            Act
      in good faith, responsibly, with due care, competence and diligence,
      without misrepresenting material facts or allowing one’s independent
      judgment to be subordinated.


Ø
            Respect
      the confidentiality of information acquired in the course of one’s work
      except when authorized or otherwise legally obligated to disclose.
      Confidential information acquired in the course of one’s work will not be
      used for personal advantage.


Ø
            Maintain
      skills and knowledge of one’s profession and important and relevant to
      AuraSource’s needs and share these with others as
    appropriate.


Ø
            Proactively
      promote and be an example of ethical behavior in one’s staff, one’s peers
      and throughout the company.


Ø
            Achieve
      responsible use of and control over all assets and resources employed or
      entrusted to him/her.


Ø
            Promptly
      report to the Chairman of the Audit Committee any conduct that the
      individual believes to be a violation of law or business ethics or of any
      provision of this Financial Officer Code of Ethics, including any
      transaction or relationship that reasonably could be expected to give rise
      to such a violation.





Violations
of this Financial Officer Code of Ethics, including failures to report potential
violations by others, will be viewed as a severe disciplinary matter that may
result in personnel action, up to an including termination of employment. If you
believe that a violation of the Financial Officer Code of Ethics has occurred,
please contact the Audit Committee of the Board of Directors or the Code of
Conduct Officer.








Summary





AuraSource
expects employees at all levels to observe and respect the laws and regulations
and standards of business conduct that govern the conduct of our business. The
Company is committed to designing, applying, and enforcing a corporate
compliance program that will assist its employees in achieving this
goal.





All
employees are expected to read and understand this Code, uphold these standards
in day-to-day activities, comply with all applicable policies and procedures,
and ensure that all contractors, representatives and agents are aware of,
understand and adhere to these standards.





Remember
that the provisions of this Code are fully binding on you, without exception, as
long as you are a AuraSource employee. This Code is general in nature. There may
be additional policies, procedures and rules that relate to employees in general
or relate to your site or function and which you are expected to abide
by.





Nothing
in this Code or other related communications creates or implies an employment
contract or term of employment.





Because
we continuously review and update our policies and procedures, this Code is
subject to modification. This Code supersedes all other such codes, policies,
instructions, practices, rules and written or verbal representations to the
extent they are inconsistent.





Please
sign the acknowledgement form at the end of this Code and return the form to
Human Resources indicating that you have received, read, understand and agree to
comply with this Code. The signed acknowledgement will be located in your
personnel file. Each year you may be asked to sign a new form and attend
continued training.











AURASOURCE
GROUP, INC.


CODE
OF BUSINESS ETHICS AND CONDUCT


ACKNOWLEDGMENT
FORM





I have
received the AuraSource Code of Business Ethics and Conduct, carefully read it
in its entirety, understand its provisions, and agree to comply with its
provisions.


I realize
that failure to observe and comply with all the Code's provisions will subject
me to disciplinary action, up to and including termination.


I
understand that this Code is not a contract of employment and that my compliance
with this Code does not confer any right to continue in the service of the
Company, or in any way affect my right to terminate employment with the
Company.







Signature                                                                                 Date









Acknowledgment
received from the above-named person:







Supervisor or HR
Representative                                                                                                    Date




TO
BE RETAINED IN EMPLOYEE'S PERSONNEL FILE